If you have formed a business corporation in Florida, you must file articles of incorporation with the Florida Department of State Division of Corporations. These articles of incorporation lay out the foundational structure and legal framework of your business, including the name, purpose, and ownership structure. However, there may come a time when you need to amend or update your articles of incorporation to reflect changes in your business structure or goals.
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In this article, we will walk you through the steps to amend your Florida articles of incorporation.
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Identify the Need for Amendment
The first step in amending your articles of incorporation is to identify the need for amendment. A few common reasons to amend articles of incorporation include:
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- Changing the company name
- Increasing or decreasing the authorized capital stock
- Adding or removing directors or officers
- Changing the company’s address or registered agent
- Changing the company’s purposes or activities
- Altering membership or ownership percentages
These changes must be authorized by the business’ governing documents, such as bylaws or articles of association. Additionally, you may only change those items that are changeable under Florida statute, such as the name of the corporation, the company’s registered agent, and the number of authorized shares.
Review the Original Articles of Incorporation
Before you begin the amendment process, it is important to review your original articles of incorporation to ensure that you fully understand your corporation’s current structure and legal framework. This will help you determine what specific changes need to be made and ensure that any amendments are compatible with the existing structure.
Prepare Articles of Amendment Document
To amend your Florida articles of incorporation, you must prepare and file Articles of Amendment document with the Division of Corporations. These articles of amendment must include the following information:
- The name of the corporation
- The amendment or amendments being made, including both the old and new text for each amendment (if changing text)
- The effective date of the amendment(s)
Many companies opt to work with a business attorney or document prep service to draft and file these articles of amendment, as it is important to ensure complete and accurate submission to avoid delays or additional expenses.
File Articles of Amendment and Pay Fees
Once you have completed your Articles of Amendment document, you will need to file it with the Division of Corporations and pay the associated fees. There is no official deadline for filing an amendment, though failure to file amendments in a timely and accurate manner can result in penalties and fees.
You can file either online or through mail. [Here] is a pdf file of the form by the Florida Department of State Division of Corporations.
After filing, you may want to ask the Division of Corporation about their proposed filing timeframes and expect them to take a few weeks to months to complete any filings. They will notify you either through email or official letter.
Notify All Parties
Once your amended articles of incorporation are accepted and approved by the Division of Corporations, you should notify all relevant parties of the changes – including your business partners, clients, and shareholders. Additionally, it is important to update any legal documents or forms where your business name is listed, such as contracts, deeds or copyright filings.
Conclusion
Amending your Florida articles of incorporation can be a complex process that requires careful consideration and document preparation. By identifying the need for amendment, reviewing the original articles of incorporation and working with an attorney or document preparation services, drafting and processing the amendment is more attainable. It’s also important to notify all stakeholders to ensure transparency with the amended documents which will create a better success rate for your business. With these steps in mind, you can successfully amend your articles of incorporation, and ensure that your business is operating within the legal requirements and framework established under Florida law.
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